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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-27729
 Zap.Com Corporation
 (Exact name of registrant as specified in its charter)
 Nevada(State or other jurisdiction of 
incorporation or organization)
    
    76-0571159(I.R.S. Employer
Identification No.)450 Park Avenue, 27thFloorNew York, NY
    
    10022(Address of principal executive offices)
    
    (Zip Code)
 (212) 906-8555  (Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 Yes þ or No o.
 Yes o or No o.
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes þ or o




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ZAP.COM CORPORATION
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Condensed Balance Sheets as of March 31, 2011 and December 31, 2010
    
    
    3Condensed Statements of Operations for the Three Months Ended March 31, 2011 and 2010
    
    
    4Condensed Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    7Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    8Item 4. Controls and Procedures
    
    
    8PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    11Item 1A. Risk Factors
    
    
    11Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
    
    
    11Item 3. Defaults Upon Senior Securities
    
    
    11Item 4. (Removed and Reserved)
    
    
    11Item 5. Other Information
    
    
    11Item 6. Exhibits
    
    
    11Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I: FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 ZAP.COM CORPORATION
 
 CONDENSED BALANCE SHEETS
 March 31,
    
    
    December 31,2011
    
    
    2010(A)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    485,873
    
    
    $
    546,407Short-term investments
    
    
    749,450
    
    
    
    749,450Interest receivable
    
    
    448
    
    
    
    175Total assets
    
    $
    1,235,771
    
    
    $
    1,296,032LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    11,022
    
    
    $
    886Accrued liabilities
    
    
    5,000
    
    
    
    Total liabilities
    
    
    16,022
    
    
    
    886Commitments and contingenciesStockholders equity:Common stock
    
    
    50,004
    
    
    
    50,004Additional paid in capital
    
    
    10,949,121
    
    
    
    10,941,471Accumulated deficit
    
    
    (9,779,376
    )
    
    
    (9,696,329
    )Total stockholders equity
    
    
    1,219,749
    
    
    
    1,295,146Total liabilities and stockholders equity
    
    $
    1,235,771
    
    
    $
    1,296,032
 
 (A)
    
    Derived and condensed from the audited financial statements as of December 31,
2010.   3




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ZAP.COM CORPORATION
 
 CONDENSED STATEMENTS OF OPERATIONS
 Three Months Ended March 31,2011
    
    
    2010(Unaudited)Revenues
    
    $
    
    
    
    $
    Cost of revenues
    
    
    
    
    
    
    Gross profit
    
    
    
    
    
    
    Operating expenses:General and administrative
    
    
    83,320
    
    
    
    34,642Total operating expenses
    
    
    83,320
    
    
    
    34,642Operating loss
    
    
    (83,320
    )
    
    
    (34,642
    )Interest income
    
    
    273
    
    
    
    30Loss before income taxes
    
    
    (83,047
    )
    
    
    (34,612
    )Benefit from income taxes
    
    
    
    
    
    
    Net loss
    
    $
    (83,047
    )
    
    $
    (34,612
    )Net loss per common share  basic and diluted
    
    $
    (0.00
    )
    
    $
    (0.00
    )Weighted average common shares outstanding
    
    
    50,004,474
    
    
    
    50,004,474
   4




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ZAP.COM CORPORATION
 
 CONDENSED STATEMENTS OF CASH FLOWS
 Three Months Ended March 31,2011
    
    
    2010(Unaudited)Cash flows from operating activities:Net loss
    
    $
    (83,047
    )
    
    $
    (34,612
    )Adjustments to reconcile net loss to net cash used in operating
activities:Contributed capital from Harbinger Group Inc. for
unreimbursed management services and rent
    
    
    7,650
    
    
    
    4,410Changes in assets and liabilities:Interest receivable
    
    
    (273
    )
    
    
    Accounts payable
    
    
    10,136
    
    
    
    (3,236
    )Accrued liabilities
    
    
    5,000
    
    
    
    (5,849
    )Net cash used in operating activities
    
    
    (60,534
    )
    
    
    (39,287
    )Net decrease in cash and cash equivalents
    
    
    (60,534
    )
    
    
    (39,287
    )Cash and cash equivalents at beginning of period
    
    
    546,407
    
    
    
    1,441,166Cash and cash equivalents at end of period
    
    $
    485,873
    
    
    $
    1,401,879
   5




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ZAP.COM CORPORATION
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (Unaudited)
 Note 1. Basis of Presentation
  Note 2. Fair Value of Financial Instruments
  March 31, 2011
    
    
    December 31, 2010Carrying
    
    
    
    
    
    
    CarryingAmount
    
    
    Fair Value
    
    
    Amount
    
    
    Fair ValueCash and cash equivalents
    
    $
    485,873
    
    
    $
    485,873
    
    
    $
    546,407
    
    
    $
    546,407Short-term investments (including
related interest receivable)
    
    $
    749,898
    
    
    $
    749,898
    
    
    $
    749,625
    
    
    $
    749,625
   Note 3. Related Party Transactions
   6




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
   Results of Operations
  Revenues.
 Cost of revenues .
 General and administrative expenses .
 Interest Income .
 Liquidity and Capital Resources
    7




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Off-Balance Sheet Arrangements
  Summary of Cash Flows
   Recent Accounting Pronouncements Not Yet Adopted
  Critical Accounting Policies and Estimates
 Form 10-K.
 Contractual Obligations
  
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4.
    
    Controls and Procedures
 Evaluation of disclosure controls and procedures
   8




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Changes in Internal Controls Over Financial Reporting
   9




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PART II: OTHER INFORMATION
 FORWARD-LOOKING STATEMENTS
 CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
     
    
    The impact of our limited assets and no source of revenue;
 
    
    The controlling effect of Harbinger Group Inc. (our Principal Stockholder) whose
interests may conflict with interests of our stockholders;
 
    
    The impact of a determination that we are an investment company;
 
    
    The impact of our not selecting a specific industry or industries in which to acquire or
develop a business;
 
    
    The impact of insubstantial disclosure relating to prospective new businesses;
 
    
    The impact of the structure of an acquisition or business combination on our
stockholders;
 
    
    The impact of management devoting insignificant time to our activities;
 
    
    The impact of significant competition for acquisition candidates;
 
    
    The impact of our categorization as a shell company as that term is used in the
Securities and Exchange Commissions (the Commission or SEC) rules;
 
    
    The effect of a limited public market for our common stock on the trading activity and
market value of our stock;
 
    
    The potential liabilities from being a member of our Principal Stockholders
consolidated tax group;
 
    
    The effect of our intention not to pay any cash dividends on our common stock;
 
    
    The effect of the anti-takeover provisions in our corporate documents on the market
price of our common stock;
 
    
    The effect of a substantial amount of our common stock being eligible for sale into the
market on our stock price; and
 
    
    The impact of delays or difficulty in satisfying the requirements or Section 404 of the
Sarbanes-Oxley Act of 2002 or negative reports concerning our internal.
  10




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Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    (Removed and Reserved)
 
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
 31.1*
    
    Certification of CEO Pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of CFO Pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 200232.1**
    
    Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2**
    
    Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.**
    
    Furnished herewith.  11




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SIGNATURES
  ZAP.COM CORPORATION
(Registrant)Dated: May 13, 2011
    By:
    /s/  FRANCIS T. McCARRONExecutive Vice President and Chief Financial Officer(on behalf of the Registrant and as Principal
Financial Officer)  12